Inergy, L.P.
Inergy Holdings, L.P.
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112
April 30, 2009
VIA EDGAR AND OVERNIGHT MAIL
H. Christopher Owings
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549-3561
| Re: | Inergy, L.P., and co-registrants |
| • | Registration Statement on Form S-3 |
Filed March 17, 2009
File No. 333-158066
| • | Form 10-K for Year Ended September 30, 2008 |
Filed December 1, 2008
| • | Form 10-Q for the Period Ended December 31, 2008 |
Filed February 6, 2009
File No. 0-32453
| Inergy Holdings, L.P. |
| • | Form 10-K for Year Ended September 30, 2008 |
Filed December 1, 2008
| • | Form 10-Q for the Period Ended December 31, 2008 |
Filed February 6, 2009
File No. 0-51304
Dear Mr. Owings:
Inergy, L.P. and Inergy Holdings, L.P. acknowledge receipt of the letter dated April 16, 2009 containing comments of the staff of the Division of Corporation Finance (the “Staff”) in regard to the above-referenced documents (the “Comment Letter”). The Comment Letter requests that we respond to the Staff’s comments within 10 business days or to tell the Staff by that time when we will provide the Staff with our responses. As our outside legal counsel, Gillian Hobson of Vinson & Elkins L.L.P., discussed with John Fieldsend on April 29, 2009, we respectfully request an extension of time to respond to the Comment Letter so that we can devote appropriate time and resources to consider the Staff’s comments and to complete our responses. We expect to provide our responses to the Comment Letter by no later than May 8, 2009.
Securities and Exchange Commission
April 30, 2009
Page 2
Should you have any questions or comments regarding this letter, please contact the undersigned at 816.842.8181 or Gillian Hobson of Vinson & Elkins at 713.758.3747.
| Sincerely, | ||
| INERGY, L.P. | ||
| By: | Inergy GP, LLC, its Managing General Partner | |
| By: | /s/ Laura L. Ozenberger | |
| Name: | Laura L. Ozenberger | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| INERGY HOLDINGS, L.P. | ||
| By: | Inergy Holdings GP, LLC, its General Partner | |
| By: | /s/ Laura L. Ozenberger | |
| Name: | Laura L. Ozenberger | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| cc: | John Fieldsend, Attorney-Advisor |
| Securities and Exchange Commission |
| Via Facsimile |
| Gillian A. Hobson, Esq. |
| Vinson & Elkins L.L.P. |